‘The Last of Us’ Episode 3 Recap: Bill and Frank

‘The Last of Us’ Episode 3 Recap: Bill and Frank

Episode 3 of The Last of Us aired on HBO and HBO Max on Sunday, picking up with Ellie and Joel (Bella Ramsey and Pedro Pascal) as they take action after last week’s tragic loss. Their mission: to bring Ellie to the rebel group known as the Fireflies, due to her immunity to the fungus that has turned much of the population into savage cannibals.

The hope is that they can replicate Ellie’s resistance and restore the world. They need a car to continue their journey, so they must stop at Joel’s pal Bill (played by Parks and Recreation actor Nick Offerman) – a character whose grumpy gamers and survivalist tendencies of the incredible PlayStation game that inspired the show will be remembered all too well.

This won’t prepare you for the harrowing tale of Episode 3. Let’s dive into it.

Bill Survivor

A flashback reveals how Bill managed to avoid being dragged into a quarantine zone by the US military after the September 2003 outbreak. His paranoid anti-authoritarian tendencies worked in his favor, and he then went into hiding that her neighbors were caught up in the sweep (a gruesome mass grave that Ellie and Joel discover in 2023 suggests they were all killed).

“Not today, you new world order assholes,” he said after the soldiers failed to find his hiding place in the basement.

Bill enters a changed world.


Probably for the best, since Bill had an arsenal of weapons and seemed absolutely ready for a siege. Finding himself the only remaining inhabitant of the city, he moves decisively to fortify his location with traps and gather supplies to live a solitary life of luxury as the outside world crumbles.

It also looked like a juicy steak.

love in the dark

In 2007, Bill’s lifestyle seems to have served him well – he looks much the same four years after the outbreak. His solitary existence changes forever when Frank (Murray Bartlett), a survivor of Baltimore’s quarantine zone, stumbles into a trap outside his perimeter.

Frank turns out to be an absolutely lovely guy, managing to break down Bill’s emotional walls (with a little help from Linda Ronstadt). The pair fall in love – the transformation in Offerman’s performance is stunning – and build a life together despite their different personalities.

They’ve even befriended Tess and Joel over the years, inviting the smugglers over for a meal and agreeing to work together. Tess and Frank immediately hit it off, while the more stern Joel and Bill find mutual respect.

In 2010, looters attack the town – which Joel warned Bill was coming. The fortified defenses hold, but Bill is shot and only survives because Frank is there to patch him up.

Frank saves Bill’s life after the raiders attack.


In 2020, we find out that Frank has suffered from major health issues over the years and has lost most of his mobility. He is confined to a wheelchair and it is clear that he also struggles to use his hands. It appears he has ALS or MS, but writer Craig Mazin said they intentionally left Frank’s illness unclear on the show’s official podcast. Bill is a loving caregiver, helping his partner with medication and getting around.

Tender last moments

One morning in 2023, Bill wakes up to find Frank sitting next to him. Having accepted that there is no way to treat his illness, he admits to having spent most of the night getting up and informs Bill that it is his “last day”.

“Give me one more good day…take me to the boutique, where I’ll pick out outfits for us. You’ll wear what I ask for, and we’ll get married. And you’ll cook a delicious dinner.” he said before taking his pills out of his pocket. “And you will crush all that, you will put them in my wine. I will drink it. Then you will take me by the hand, you will bring me to our bed and I will fall asleep in your arms.”

The bond between Bill and Frank lasts until the end.


Bill struggles to accept Frank’s decision, but eventually accepts. Their final hours unfold together in a beautiful and touching montage. I’m not crying; you cry.

After the wine is poured, Bill complies with Frank’s deadly request. However, Bill also reveals that he had done the same with his own wine, dooming himself to the same fate. Bill tenderly pushes Frank into their room and the scene goes black.

Ellie is the one who discovers Bill’s last words.


Eventually, Ellie and Joel arrive home and discover a note from Bill explaining what happened (“To Anyone, But Probably Joel”).

“Before, I hated the world and was happy when everyone died. But I was wrong, because there was one person worth saving,” it read. “That’s what I did, I saved him, then I protected him. That’s why men like you and me are here: we have a job to do. And God help all the motherfuckers who stand in our way.”

He tells Joel to use his weapons and gear to protect Tess, which clearly hits Joel hard. The duo pick up Bill’s car and hit the road to reunite with Joel’s ex-Brother Firefly, Tommy, in Wyoming (with Ronstadt’s 1970 song Long Long Time kicking off their journey).

A different fate

Bill’s in-game counterpart isn’t as emotional as a character. He’s still a skilled survivor who’s barricaded himself in his town with a wide variety of traps, but we don’t get as many clues about his underlying heat.

He saves Ellie and Joel from a swarm of infected, but immediately wants them to leave. Ellie and Joel make an uneasy alliance with him to get the car they need to continue their journey, battling the infection to reach a vehicle.

They succeed in this mission, allowing Ellie and Joel to go into the sunset (until things go horribly wrong again) and Bill back to his isolation. His fate is therefore unclear, unlike the series.

Bill and Joel have a strained relationship in The Last of Us game.


Bill alludes to his relationship with Frank in one of many angry comments.

“Once upon a time there was someone I cared about. He was a partner. Someone I had to take care of,” he says. “And in this world, that kind of shit is good for one thing: getting you killed. So you know what I did?

Bill and Frank’s sexuality is never made explicit in the game, but it is hinted at by a gay porn magazine Ellie discovers at his house.

And Frank?

We never see Frank alive in the game, since he and Bill had a falling out before Ellie and Joel arrived. At the end of their journey through town, the trio discover Frank’s body hanging in the house he lived in.

We learn that he was bitten by Infected and chose to kill himself rather than turn into a staggering monster. You may also find a note containing his last words.

“Well, Bill, I doubt you’d ever find that note because you were too scared to come to that part of town. But if for some reason you did, I want you to know I hated it. your guts. I got tired of this shitty town and your inflexible attitude,” it read.

“I wanted more out of life than this and you could never get it. And that stupid battery you kept complaining about – I get it. But I guess you were right. Trying to leave this town Will kill me. It’s always better than spending another day with you. Good luck, Frank.

Ouch. Bill isn’t too happy to read this, so he throws it away. In the PS5 remake, you get the “In Memorium” trophy if you pick up the crumbled note (in the show, Joel crumbles Bill’s note and throws it aside).

Before you reach Bill’s town, you can find a smuggler’s note on Frank. He reveals that he had planned to quietly move into Boston’s Quarantine Zone after talking to the smuggler, but never made it. On the show, when Bill finds him in the trap, Frank says he was on his way to Boston.

Episode 4 of The Last of Us arrives on HBO Max on Sunday, February 5.

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